BY-LAWS
OF
SHOE CARNIVAL, INC.
As amended and restated as of July 16, 1996
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Article I
Identification
Section 1. Name. The name of the Corporation is Shoe Carnival,
Inc.
Section 2. Registered Office. The registered office of the
Corporation in the State of Indiana shall be 8233 Baumgart Road,
Evansville, Indiana 47711.
Section 3. Principal Office. The principal office of the
Corporation shall be 8233 Baumgart Road, Evansville, Indiana 47711.
Section 4. Other Offices. The Corporation may also have an
office or offices, and keep the books and records of the Corporation,
except as may otherwise be required by law, at such other place or places,
either within or without the State of Delaware, as the Board of Directors
may from time to time determine or the business of the Corporation require.
Article II
Meetings of Shareholders
Section 1. Place of Meeting. All meetings of the shareholders
of the Corporation shall be held at the principal office of the Corporation
or at such other places, within or without the State of Indiana, as may
from time to time be fixed by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the
shareholders of the Corporation for the election of directors and for the
transaction of such other business as may properly come before the meeting
shall be held on the second Thursday in June in each year, if not a legal
holiday under the laws of the place where the meeting is to be held, and,
if a legal holiday, then on the next succeeding day not a legal holiday
under the laws of such place, or on such other date and at such hour as may
from time to time be fixed by the Board of Directors.
Section 3. Special Meetings. Subject to the rights of the
holders of any class or series of Preferred Stock, special meetings of the
shareholders for any purpose or purposes may be called only by the Chairman
of the Board or a majority of the entire Board of Directors. Only such
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business as is specified in the notice of any special meeting of the
shareholders shall come before such meeting.
Section 4. Notice of Meetings. Written notice of each meeting
of the shareholders, whether annual or special, shall be given, either by
personal delivery or by mail, not less than 10 nor more than 60 days before
the date of the meeting to each shareholder of record entitled to notice of
such meeting. If mailed, such notice shall be deemed given when deposited
in the United States mail, postage prepaid, directed to the shareholder at
such shareholder's address as it appears on the records of the Corporation.
Each such notice shall state the place, date and hour of the meeting, and
the purpose or purposes for which the meeting is called. Notice of any
meeting of shareholders shall not be required to be given to any
shareholder who shall attend such meeting in person or by proxy without
protesting, prior to or at the commencement of the meeting, the lack of
proper notice to such shareholder, or who shall waive notice thereof as
provided in Article VIII of these By-Laws. Notice of adjournment of a
meeting of shareholders need not be given if the time and place to which it
is adjourned are announced at such meeting, unless the adjournment is for
more than 30 days or, after adjournment, a new record date is fixed for the
adjourned meeting.
Section 5. Quorum. The holders of a majority of the votes
entitled to be cast by the shareholders entitled to vote, which if any vote
is to be taken by classes shall mean the holders of a majority of the votes
entitled to be cast by the shareholders of each such class, present in
person or by proxy, shall constitute a quorum for the transaction of
business at any meeting of the shareholders.
Section 6. Adjournments. In the absence of a quorum, the
holders of a majority of the votes entitled to be cast by the shareholders,
present in person or by proxy, may adjourn the meeting from time to time.
At any such adjourned meeting at which a quorum may be present, any
business may be transacted which might have been transacted at the meeting
as originally called.
Section 7. Order of Business. At each meeting of the
shareholders, the Chairman of the Board, or, in the absence of the Chairman
of the Board, the President or such other person designated by the Board of
Directors, shall act as chairman. At each annual meeting only such
business shall be conducted as shall have been brought before the annual
meeting (i) by or at the direction of the Board of Directors or (ii) by any
<PAAGE> 30
shareholder who complies with the procedures set forth in this Section 7.
For business properly to be brought by a shareholder before an
annual meeting, the shareholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal office of the Corporation not less than 30 days nor more than 60
days prior to the annual meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the
annual meeting is given or made to shareholders, notice by the shareholder
to be timely must be received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. To be in proper
written form, a shareholder's notice to the Secretary shall set forth in
writing as to each matter the shareholder proposes to bring before the
annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting; (ii) the name and address, as they appear
on the Corporation's books, of the shareholder proposing such business;
(iii) the class and number of shares of stock of the Corporation which are
beneficially owned by the shareholder; and (iv) any material interest of
the shareholder in such business. Notwithstanding anything in these By-
Laws to the contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this Section 7. The
chairman of an annual meeting shall, if the facts warrant, determine and
declare to the annual meeting that business was not properly brought before
the annual meeting in accordance with the provisions of this Section 7 and,
if he should so determine, he shall so declare to the annual meeting and
any such business not properly brought before the annual meeting shall not
be transacted.
Section 8. List of Shareholders. It shall be the duty of the
Secretary or other officer of the Corporation who has charge of the stock
ledger to prepare and make, at least 5 business days before each meeting of
the shareholders, a complete list of the shareholders entitled to vote
thereat, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in such shareholder's name.
Such list shall be produced and kept available at the times and places
required by law.
Section 9. Voting. Each shareholder of record of any class or
series of Preferred Stock shall be entitled at each meeting of shareholders
to such number of votes for each share of such stock as may be fixed in the
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Restated Articles of Incorporation or an amendment thereto adopted by the
Board of Directors providing for the issuance of such stock, and each
shareholder of record of Common Stock shall be entitled at each meeting of
shareholders to one (1) vote for each share of stock registered in such
shareholder's name on the books of the Corporation:
(1) on the date fixed pursuant to Section 6 of Article VI of
these By-Laws as the record date for the determination of shareholders
entitled to notice of and to vote at such meeting; or
(2) if no such record date shall have been so fixed, then at
the close of business on the day next preceding the day on which
notice of such meeting is given, or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is
held, or if no record date for determining shareholders entitled to
express consent to corporate action in writing without a meeting shall
have been fixed, the day on which the first written consent is
expressed.
Each shareholder entitled to vote at any meeting of shareholders
may authorize not in excess of three persons to act for such shareholder by
a proxy signed by such shareholder or such shareholder's attorney-in-fact.
Any such proxy shall be delivered to the secretary of such meeting at or
prior to the time designated for holding such meeting, but in any event not
later than the time designated in the order of business for so delivering
such proxies. No such proxy shall be voted or acted upon after eleven (11)
months from its date, unless the proxy provides for a shorter or longer
period.
At a meeting of the shareholders, except as provided in Article
III, Section 2 with respect to the election of directors or as required by
law, all corporate actions to be taken by vote of the shareholders shall be
authorized if the number of votes cast in favor of the action exceeds the
number of votes cast opposing the action, and where a separate vote by
class is required, the number of votes cast in favor of the action by the
shareholders of such class exceeds the number of votes cast by the
shareholders of such class opposing the action.
Unless required by law or determined by the chairman of the
meeting to be advisable, the vote on any matter, including the election of
directors, need not be by written ballot. In the case of a vote by written
ballot, each ballot shall be signed by the shareholder voting, or by such
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shareholder's proxy, and shall state the number of shares voted.
Section 10. Inspectors. Either the Board of Directors or, in
the absence of designation of inspectors by the Board, the chairman of any
meeting of shareholders may, in its or such person's discretion, appoint
two or more inspectors to act at any meeting of shareholders. Such
inspectors shall perform such duties as shall be specified by the Board or
the chairman of the meeting. Inspectors need not be shareholders. No
director or nominee for the office of director shall be appointed such
inspector.
Article III
Board of Directors
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by law or by the Restated Articles
of Incorporation of the Corporation directed or required to be exercised or
done by the shareholders.
Section 2. Number, Qualification and Election. Except as
otherwise fixed by or pursuant to the provisions of the Restated Articles
of Incorporation of the Corporation relating to the rights of the holders
of any class or series of Preferred Stock, the number of directors of the
Corporation shall be determined from time to time by vote of a majority of
the entire Board of Directors, provided that the number thereof may not be
less than three nor more than fifteen.
The directors, other than those who may be elected by the holders
of shares of any class or series of Preferred Stock pursuant to the terms
of the Restated Articles of Incorporation or any resolution or resolutions
providing for the issuance of such stock adopted by the Board, shall be
classified, with respect to the time for which they severally hold office,
into three classes as nearly equal in number as possible: one class whose
term expires at the 1997 annual meeting of shareholders, another class
whose term expires at the 1998 annual meeting of shareholders and another
class whose term expires at the 1999 annual meeting of shareholders, with
each class to hold office until its successors are elected and qualified.
The membership of each class shall be initially as set forth in the
Restated Articles of Incorporation. If the number of directors is
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thereafter changed by the Board of Directors, any newly created
directorships or any decrease in directorships shall be so apportioned
among the classes as to make all classes as nearly equal as possible;
provided, however, that no decrease in the number of directors shall
shorten the term of any incumbent director. At each annual meeting of the
shareholders of the Corporation, subject to the rights of the holders of
any class or series of stock having a preference over the Common Stock of
the Corporation as to dividends or upon liquidation, the successors of the
class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders held
in the third year following the year of their election.
Directors need not be shareholders of the Corporation.
In any election of directors, the persons receiving a plurality
of the votes cast, up to the number of directors to be elected in such
election, shall be deemed elected.
Section 3. Notification of Nominations. Subject to the rights
of the holders of any class or series of Preferred Stock, nominations for
the election of directors may be made by the Board of Directors or by any
shareholder entitled to vote for the election of directors, but in the case
of a nomination by a shareholder, only if such shareholder gives timely
notice thereof in proper written form to the Secretary of the Corporation.
To be timely, a shareholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less
than 30 days nor more than 60 days prior to the meeting; provided, however,
that in the event that less than 40 days' notice or prior public disclosure
of the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. To be
in proper written form, such shareholder's notice shall set forth in
writing (i) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required under the Securities
Exchange Act of 1934, as amended, including, without limitation, such
person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected; and (ii) as to the shareholder
giving the notice (x) the name and address, as they appear on the
Corporation's books, of such shareholder and (y) the class and number of
shares of stock of the Corporation which are beneficially owned by such
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shareholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall
furnish to the Secretary of the Corporation the information required to be
set forth in a shareholder's notice of nomination which pertains to the
nominee. In the event that a shareholder seeks to nominate one or more
directors, the Secretary shall appoint two inspectors, who shall not be
affiliated with the Corporation, to determine whether a shareholder has
complied with this Section 3. If the inspectors shall determine that a
shareholder has not complied with this Section 3, the inspectors shall
direct the chairman of the meeting to declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
By-Laws of the Corporation, and the chairman shall so declare to the
meeting and the defective nomination shall be disregarded.
Section 4. Quorum and Manner of Acting. Except as otherwise
provided by these By-Laws, a majority of the entire Board of Directors
shall constitute a quorum for the transaction of business at any meeting of
the Board, and, except as so provided, the vote of a majority of the
directors present at any meeting at which a quorum is present shall be the
act of the Board. In the absence of a quorum, a majority of the directors
present may adjourn the meeting to another time and place. At any
adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
called.
Section 5. Place of Meeting. The Board of Directors may hold
its meetings at such place or places within or without the State of Indiana
as the Board may from time to time determine or as shall be specified or
fixed in the respective notices or waivers of notice thereof.
Section 6. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board shall from
time to time by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday under the laws of the place where the
meeting is to be held, the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day.
Section 7. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or by
a majority of the directors.
Section 8. Notice of Meetings. Notice of regular meetings of
the Board of Directors or of any adjourned meeting thereof need not be
given. Notice of each special meeting of the Board shall be mailed to each
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director, addressed to such director at such director's residence or usual
place of business, at least two days before the day on which the meeting is
to be held or shall be sent to such director at such place by telegraph or
be given personally or by telephone, not later than the day before the
meeting is to be held, but notice need not be given to any director who
shall, either before or after the meeting, submit a signed waiver of such
notice or who shall attend such meeting without protesting, prior to or at
its commencement, the lack of notice to such director. Every such notice
shall state the time and place but need not state the purpose of the
meeting.
Section 9. Rules and Regulations. The Board of Directors may
adopt such rules and regulations not inconsistent with the provisions of
these By-Laws for the conduct of its meetings and management of the affairs
of the Corporation as the Board may deem necessary or proper. In the
absence of the Chairman of the Board, such person designated by the Board
of Directors shall preside at meetings of the Board.
Section 10. Participation in Meeting by Means of Communications
Equipment. Any one or more members of the Board of Directors or any
committee thereof may participate in any meeting of the Board or of any
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and such participation in a meeting shall constitute
presence in person at such meeting.
Section 11. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all of the members of
the Board or of any such committee consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the Board
or of such committee.
Section 12. Resignations. Any director of the Corporation may
at any time resign by giving written notice to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the Corporation.
Such resignation shall take effect at the time specified therein or, if the
time be not specified, upon receipt thereof; and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 13. Removal of Directors. Directors may be removed only
as provided in the Restated Articles of Incorporation of the Corporation.
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Section 14. Vacancies. Subject to the rights of the holders of
any class or series of Preferred Stock, any vacancies on the Board of
Directors resulting from death, resignation, removal or other cause shall
only be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors, or by a sole remaining director, and newly created directorships
resulting from any increase in the number of directors shall be filled by
the Board, or if not so filled, by the shareholders at the next annual
meeting thereof or at a special meeting called for that purpose in
accordance with Section 3 of Article II of these By-Laws. Any director
elected in accordance with the preceding sentence of this Section 14 shall
hold office for the remainder of the full term of the class of directors in
which the new directorship was created or the vacancy occurred and until
such director's successor shall have been elected and qualified.
Section 15. Compensation. Each director who shall not at the
time also be an officer or employee of the Corporation or any of its
subsidiaries (hereinafter referred to as an "outside director"), in
consideration of such person serving as a director, shall be entitled to
receive from the Corporation such amount per annum and such fees for
attendance at meetings of the Board of Directors or of committees of the
Board, or both, as the Board shall from time to time determine. In
addition, each director, whether or not an outside director, shall be
entitled to receive from the Corporation reimbursement for the reasonable
expenses incurred by such person in connection with the performance of such
person's duties as a director. Nothing contained in this Section shall
preclude any director from serving the Corporation or any of its
subsidiaries in any other capacity and receiving proper compensation
therefor.
Section 16. Committees. The Board of Directors may, by
resolution adopted by a majority of the entire Board, designate one or more
of its members to constitute members or alternate members of a committee.
Such committee, to the extent provided in the resolution of the Board,
shall have and may exercise the powers and authority of the Board in the
management of the business and affairs of the Corporation, including
without limitation, if such committee is so empowered and authorized in the
resolution of the Board, the power and authority to declare a dividend and
to authorize the issuance of stock, and may authorize the seal of the
Corporation, if any, to be affixed to all papers which may require it,
except that no committee shall have such power or authority in reference
to:
(a) authorize dividends or other distributions, except a
committee (or an executive officer of the Corporation designated by
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the Board of Directors) may authorize or approve a reacquisition of
stock or other distribution, if done according to a formula or method,
or within a range, prescribed by the Board of Directors;
(b) approve or propose to shareholders action that is required
to be approved by shareholders;
(c) fill vacancies on the Board of Directors or on any of its
committees;
(d) except to the extent permitted by clause (g) below, amend
the Corporation's Restated Articles of Incorporation;
(e) adopt, amend, repeal, or waive provisions of these By-Laws;
(f) approve a plan of merger not requiring shareholder
approval; or
(g) authorize or approve the issuance or sale or a contract for
sale of stock, or determine the designation and relative rights,
preferences, and limitations of a class or series of Preferred Stock,
except the Board of Directors may authorize a committee (or an
executive officer of the Corporation designated by the Board of
Directors) to take the action described herein within limits
prescribed by the Board of Directors.
A majority of all the members of such committee may determine its action
and fix the time and place of its meetings, unless the Board shall
otherwise provide. The Board shall have power at any time to change the
membership of, to fill all vacancies in and to discharge any such
committee, either with or without cause.
Article IV
Officers
Section 1. Number; Term of Office. The officers of the
Corporation shall be a Chairman of the Board, a President, one or more
Vice-Presidents, one or more of whom may be designated as Executive or
Senior Vice-Presidents, a Treasurer, a Secretary, and such other officers
or agents with such titles and such duties as the Board of Directors may
from time to time determine, each to have such authority, functions or
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duties as in these By-Laws provided or as the Board may from time to time
determine, and each to hold office for such term as may be prescribed by
the Board and until such person's successor shall have been chosen and
shall qualify, or until such person's death or resignation, or until such
person's removal in the manner hereinafter provided. The Chairman of the
Board shall be elected from among the directors. One person may hold the
offices and perform the duties of any two or more of said officers;
provided, however, that no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by law,
the Restated Articles of Incorporation of the Corporation or these By-Laws
to be executed, acknowledged or verified by two or more officers. The
Board may from time to time authorize any officer to appoint and remove any
such other officers and agents and to prescribe their powers and duties.
The Board may require any officer or agent to give security for the
faithful performance of such person's duties.
Section 2. Removal. Any officer may be removed, either with or
without cause, by the Board of Directors at any meeting thereof called for
the purpose, or, except in the case of any officer elected by the Board, by
any committee or superior officer upon whom such power may be conferred by
the Board.
Section 3. Resignation. Any officer may resign at any time by
giving notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary of the Corporation. Any such resignation shall
take effect at the date of receipt of such notice or at any later date
specified therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal or any other cause may be filled for the unexpired
portion of the term in the manner prescribed in these By-Laws for election
to such office.
Section 5. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the Board of Directors and, if present,
preside at meetings of the shareholders. He shall have such other duties
and responsibilities as may be specified by the Board of Directors.
Section 6. President. The President shall be the chief
executive officer of the Corporation and as such shall have general
supervision and direction of the business and affairs of the Corporation
subject to the control of the Board of Directors. The President shall
perform such other duties as the Board may from time to time determine and
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shall, in the absence of the Chairman of the Board, preside at meetings of
the shareholders.
Section 7. Vice-Presidents. Each Vice-President shall have such
powers and duties as shall be prescribed by the President or the Board of
Directors.
Section 8. Treasurer. The Treasurer shall perform all duties
incident to the office of Treasurer and such other duties as from time to
time may be assigned to the Treasurer by the President or the Board of
Directors.
Section 9. Secretary. The Secretary shall see that all notices
required to be given by the Corporation are duly given and served; the
Secretary shall have charge of the stock ledger and also of the other
books, records and papers of the Corporation and of its corporate seal, if
any, and shall see that the reports, statements and other documents
required by law are properly kept and filed; and shall in general perform
all the duties incident to the office of Secretary and such other duties as
from time to time may be assigned to such person by the President or the
Board of Directors.
Section 10. Assistant Treasurers or Secretaries. The Assistant
Treasurers and the Assistant Secretaries, if any, shall perform such duties
as shall be assigned to them by the Treasurer or Secretary, or by the
President or the Board of Directors.
Article V
Indemnification of Directors, Officers, Employees and Agents
Section 1. Indemnification. To the fullest extent permitted by
the laws of the State of Indiana, the Corporation shall indemnify any
person who is or was a party, or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, including appeals.
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Section 2. Advance of Expenses. To the fullest extent permitted
by the laws of the State of Indiana, the Corporation shall pay expenses
incurred in defending a civil or criminal action, suit or proceeding
described in Section 1 of this Article V in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the Corporation.
Section 3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article V.
Section 4. Applicability. The provisions of this Article V
shall be applicable to all actions, claims, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts or omissions
to act occurring before or after its adoption. The provisions of this
Article V shall be deemed to be a contract between the Corporation and each
director, officer, employee or agent who serves in such capacity at any
time while this Article V and the relevant provisions of the laws of the
State of Indiana and other applicable law, if any, are in effect, and any
repeal or modification thereof shall not affect any rights or obligations
then existing with respect to any state of facts or any action, suit or
proceeding then or theretofore existing, or any action, suit or proceeding
thereafter brought or threatened based in whole or in part on any such
state of facts. If any provision of this Article V shall be found to be
invalid or limited in application by reason of any law or regulation, it
shall not affect the validity of the remaining provisions hereof. The
rights of indemnification provided in this Article V shall neither be
exclusive of, nor be deemed in limitation of, any rights to which any such
officer, director, employee or agent may otherwise be entitled or permitted
by contract, the Restated Articles of Incorporation, vote of shareholders
or directors or otherwise, or as a matter of law, both as to actions in his
official capacity and actions in any other capacity while holding such
office, it being the policy of the Corporation that indemnification of the
specified individuals shall be made to the fullest extent permitted by law.
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Section 5. Certain Definitions. For purposes of this Article V,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; references to "serving at the
request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries.
Article VI
Capital Stock
Section 1. Certificates for Shares. Certificates representing
shares of stock of each class of the Corporation, whenever authorized by
the Board of Directors, shall be in such form as shall be approved by the
Board. The certificates representing shares of stock of each class, or
series within a class, of such stock shall be consecutively numbered as
issued. Each certificate shall state: the name of the Corporation; that it
is organized under the laws of the State of Indiana; the name of the
registered holder; the number of shares and class and the designation of
the series, if any, of the stock represented thereby; and a summary of the
designations, relative rights, preferences and limitations applicable to
such class and, if applicable, the variations in rights, preferences and
limitations determined for each series and the authority of the Board to
determine such variations for future series; provided, however, that such
summary may be omitted if the certificate states conspicuously on its front
or back that the Corporation will furnish the shareholder such information
upon written request and without charge.
The certificates shall be signed by, or in the name of, the
Corporation by the Chairman of the Board or the President or a Vice-
President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer of the Corporation. Any or all such signatures
may be facsimiles if countersigned by a transfer agent or registrar.
Although any officer, transfer agent or registrar whose manual or facsimile
signature is affixed to such a certificate ceases to be such officer,
transfer agent or registrar before such certificate has been issued, it may
nevertheless be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar were still such at the date of its
issue.
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The stock ledger and blank share certificates shall be kept by
the Secretary or by a transfer agent or by a registrar or by any other
officer or agent designated by the Board.
Section 2. Transfer of Shares. Transfers of shares of stock of
each class of the Corporation shall be made only on the books of the
Corporation by the holder thereof, or by such holder's attorney thereunto
authorized by a power of attorney duly executed and filed with the
Secretary of the Corporation or a transfer agent for such stock, if any,
and on surrender of the certificate or certificates for such shares
properly endorsed or accompanied by a duly executed stock transfer power
and the payment of all taxes thereon. The person in whose name shares
stand on the books of the Corporation shall be deemed the owner thereof for
all purposes as regards the Corporation; provided, however, that whenever
any transfer of shares shall be made for collateral security and not
absolutely, and written notice thereof shall be given to the Secretary or
to such transfer agent, such fact shall be stated in the entry of the
transfer. No transfer of shares shall be valid as against the Corporation,
its shareholders and creditors for any purpose, except to render the
transferee liable for the debts of the Corporation to the extent provided
by law, until it shall have been entered in the stock records of the
Corporation by an entry showing from and to whom transferred.
Section 3. Addresses of Shareholders. Each shareholder shall
designate to the Secretary or transfer agent of the Corporation an address
at which notices of meetings and all other corporate notices may be served
or mailed to such person, and, if any shareholder shall fail to designate
such address, corporate notices may be served upon such person by mail
directed to such person at such person's post office address, if any, as
the same appears on the share record books of the Corporation or at such
person's last known post office address.
Section 4. Lost, Destroyed and Mutilated Certificates. The
holder of any share of stock of the Corporation shall immediately notify
the Corporation of any loss, theft, destruction or mutilation of the
certificate therefor; the Corporation may issue to such holder a new
certificate or certificates for shares, upon the surrender of the mutilated
certificate or, in the case of loss, theft or destruction of the
certificate, upon satisfactory proof of such loss, theft or destruction;
the Board of Directors, or a committee designated thereby, or the transfer
agents and registrars for the stock, may, in their discretion, require the
owner of the lost, stolen or destroyed certificate, or such person's legal
representative, to give the Corporation a bond in such sum and with such
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surety or sureties as they may direct to indemnify the Corporation and said
transfer agents and registrars against any claim that may be made on
account of the alleged loss, theft or destruction of any such certificate
or the issuance of such new certificate.
Section 5. Regulations. The Board of Directors may make such
additional rules and regulations as it may deem expedient concerning the
issue and transfer of certificates representing shares of stock of each
class of the Corporation and may make such rules and take such action as it
may deem expedient concerning the issue of certificates in lieu of
certificates claimed to have been lost, destroyed, stolen or mutilated.
Section 6. Fixing Date for Determination of Shareholders of
Record. In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment or any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than 70 days before the
date of such meeting. A determination of shareholders entitled to notice
of or to vote at a meeting of the shareholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the adjourned meeting is not within 120 days of
the date fixed for the original meeting.
Article VII
Fiscal Year
The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors. In the absence of such a resolution,
the fiscal year of the Corporation shall end on the Saturday nearest
January 31 of each year.
Article VIII
Waiver of Notice
Whenever any notice whatsoever is required to be given by these
By-Laws, by the Restated Articles of Incorporation of the Corporation or by
law, the person entitled thereto may, either before or after the meeting or
other matter in respect of which such notice is to be given, waive such
notice in writing, which writing shall be filed with or entered upon the
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records of the meeting or the records kept with respect to such other
matter, as the case may be, and in such event such notice need not be given
to such person and such waiver shall be deemed equivalent to such notice.
Article IX
Amendments
Any By-Law (other than this Article IX) may be adopted, repealed,
altered or amended by a majority of the entire Board of Directors at any
meeting thereof, provided that such proposed action in respect thereof
shall be stated in the notice of such meeting.
Article X
Miscellaneous
Section 1. Execution of Documents. The Board of Directors or
any committee thereof shall designate the officers, employees and agents of
the Corporation who shall have power to execute and deliver deeds,
contracts, mortgages, bonds, debentures, notes, checks, drafts and other
orders for the payment of money and other documents for and in the name of
the Corporation and may authorize such officers, employees and agents to
delegate such power (including authority to redelegate) by written
instrument to other officers, employees or agents of the Corporation. Such
delegation may be by resolution or otherwise and the authority granted
shall be general or confined to specific matters, all as the Board of
Directors or any such committee may determine. In the absence of such
designation referred to in the first sentence of this Section, the officers
of the Corporation shall have such power so referred to, to the extent
incident to the normal performance of their duties.
Section 2. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation or otherwise as the Board of Directors or any committee thereof
or any officer of the Corporation to whom power in that respect shall have
been delegated by the Board of Directors or any such committee shall
select.
Section 3. Checks. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation, and all notes or
other evidences of indebtedness of the Corporation, shall be signed on
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behalf of the Corporation in such manner as shall from time to time be
determined by resolution of the Board of Directors or of any committee
thereof.
Section 4. Proxies in Respect of Stock or Other Securities of
Other Corporations. The Board of Directors or any committee thereof shall
designate the officers of the Corporation who shall have authority from
time to time to appoint an agent or agents of the Corporation to exercise
in the name and on behalf of the Corporation the powers and rights which
the Corporation may have as the holder of stock or other securities in any
other corporation, and to vote or consent in respect of such stock or
securities; such designated officers may instruct the person or persons so
appointed as to the manner of exercising such powers and rights; and such
designated officers may execute or cause to be executed in the name and on
behalf of the Corporation or otherwise, such written proxies, powers of
attorney or other instruments as they may deem necessary or proper in order
that the Corporation may exercise its said powers and rights.
Section 5. By-Laws Subject to Law and Restated Articles of
Incorporation of the Corporation. Each provision of these By-Laws is
subject to any contrary provision of the Restated Articles of Incorporation
of the Corporation or of any applicable law as from time to time in effect,
and to the extent any such provision is inconsistent therewith, such
provision shall be superseded thereby for as long as it is inconsistent,
but for all other purposes of these By-Laws shall continue in full force
and effect.
Section 6. Definition of Restated Articles of Incorporation.
The term "Restated Articles of Incorporation" as used in these By-Laws
means the Restated Articles of Incorporation of the Corporation as from
time to time in effect.
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